Sabio Announces Proposed Shares-for-Debt Transaction

TORONTO, July 31, 2025 /CNW/ -- Sabio Holdings (TSXV: SBIO) (OTCQB: SABOF) (the "Company" or "Sabio"), a Los Angeles-based ad-tech company specializing in helping top global brands reach, engage, and validate (R.E.V.) streaming TV audiences, today announced a proposed shares-for-debt transaction ("Transaction")  to issue a total of 162,477 common shares of the Company ("Shares"), at a deemed price of CAD $0.517  ("Deemed Price Per Share") to settle an aggregate of CAD $84,000 of interest due on July 31, 2025 ("Due Date") on secured convertible notes ("Secured Notes") issued in connection with a previously announced non-brokered private placement that closed on August 16, 2023.

The Secured Notes, in the aggregate principal of CAD $1,200,000, bear interest at ‎the rate of fourteen percent (14%) per annum payable semi-annually in arrears in cash or ‎Shares at the option of the Company. The Deemed Price Per Share is calculated as the 20-day Volume Weighted Average Price ending June 25, 2025, being three business days before the Due Date. 

The Transaction remains subject to the review and approval of the TSX Venture Exchange. Any Shares issued in pursuant to the closing of the Transaction are subject to a hold period of four month and one day from the date of issuance in accordance with applicable securities laws.

About Sabio
Sabio Holdings (TSXV: SBIO, OTCQB: SABOF) is a technology and services leader in the fast-growing ad-supported streaming space. Its cloud-based, end-to-end technology stack works with top blue-chip, global brands and the agencies that represent them to reach, engage, and validate (R.E.V.) streaming audiences.

Sabio consists of a proprietary ad-serving technology platform that partners with the top ad-supported streaming platforms and apps in the world and App Science™, a non-cookie-based software as a service (SAAS) analytics and insights platform with AI natural language capabilities, and Creator Television® (Creator TV), the first creator-led streaming network and content studio dedicated to bringing the authenticity and energy of social media storytelling to TV. 

For more information, visit: sabio.inc 

Forward-Looking Statements
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, which is often, but not always, identified by the use of words such as "believes," "anticipates," "plans," "intends," "will," "should," "expects," "continue," "estimate," "forecasts," or the negative thereof and other similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including but not limited to statements related to the Company's ability to complete the Transaction and issue the Shares to settle the interest associated with the Secured Notes. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors, and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the other risk factors disclosed in the Company's annual information form and management's discussion and analysis (MD&A), which are  publicly available on SEDAR+ at www.sedarplus.ca. The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information: Sajid Premji, Chief Financial Officer, [email protected], Phone: [phone]; Sam Wang, Investor Relations, [email protected]

SOURCE Sabio Inc.